


Benjamin is Not That Young

by GrumpyJenn



Category: Doctor Who RPF
Genre: Emotional Baggage, Emotional Hurt/Comfort, F/M, Friends to Lovers, Friendship
Language: English
Status: Completed
Published: 2012-07-16
Updated: 2012-07-22
Packaged: 2017-11-10 01:53:06
Rating: Mature
Warnings: No Archive Warnings Apply
Chapters: 2
Words: 9,777
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/460939
Author URL: https://archiveofourown.org/users/GrumpyJenn/pseuds/GrumpyJenn
Summary: <blockquote class="userstuff">
              <p>It's *your* fault, and you know who you are. Several of you. </p><p>And I have RPF Guilt. Lots of it. So please be kind, and know that I am treating this as fiction. I own nothing, I don't know these people, and this is all make-believe...</p><p>Thanks for the beta, Charina & Bev. Hate you lots.</p>
            </blockquote>





	1. Friends

**Author's Note:**

  * For [areyoumarriedriver](https://archiveofourown.org/users/areyoumarriedriver/gifts), [thesesongsaretrue](https://archiveofourown.org/users/thesesongsaretrue/gifts).



> “Matt, he's really, he is a great guy. He's incredibly mature. He loves people, he loves women, and he's really comfortable with women irrespective of age." ~Alex Kingston

He’d had a crush on Alex since he’d first seen her on that American hospital show back in the late nineties. It was what they called a Hollywood crush, the sort where you never expect to meet the object of it, and he was content to admire her shape and her voice (and that marvellous _hair_ ) from afar. And then he was cast as the Doctor. _Blimey,_ he thought as he reviewed old episodes (after he called Steven and demanded a bow tie), once he got all the way to some of the more recent episodes, _I might actually get to meet her at conventions and the like. That’d be lovely_. It was still just that silly Hollywood schoolboy crush.

And then he did meet her.

And he still had that crush.

But she ignored it, like the consummate professional actress she was. She _had_ to be aware of it, because if the TARDIS set’s floor was harder than he was in that scene it was only marginally, but she treated it as professionally as anything else on set. As though his obvious arousal was just a natural, everyday part of acting, like hungover makeup artists, or pauses to wait for the weather to clear in outdoor shoots. She never wavered, never gave him _looks_ of either pity or desire, never even acknowledged his reaction. She flirted with him as much as - or possibly a _touch_ more than - anybody else on set.

And then came a scene where he had to yell at her, because (if he understood it correctly) the Doctor and River lived their lives backwards to each other, and from her perspective, he was forgetting her and was angry and untrusting of her much of the time. The Doctor was terrified that he’d have to throw himself into the cracks, angry that Sacred Bob and Octavian and the other Clerics had been killed on his watch, and confused about River Song. So he would have to shout at her, and he already knew that the tight look of hurt Alex could put on her face was so realistic it made him want to cry. He had managed it in rehearsals - he _was_ a professional after all - but he wasn’t really looking forward to the scene. “A big complicated space-time event should shut it up for a while,” he recited in a tense tone.

“Like what, for instance?”

“Like me! For instance!” He injected as much bitter venom into the line as he could; he’d rather do this as few times as possible, because that expression on her face - even though he knew full well it was an act - that expression just _killed_ him. It must have come across well, because she did that tight, angry look and they moved on to the next scene. And he didn’t die, in spite of the look. The next day there were more scenes with the two of them and sometimes other people, and some of them _(River Song, I could bloody_ kiss _you... Maybe when you’re older)_ brought some interesting possibilities to mind. Nothing he couldn’t deal with, he was a _professional_.

And as long as he continually reminded himself of that fact he could keep his crush off of his face (except where it was in character) if not out of his imagination. Hard to believe that when he read the script just a few weeks ago he had rather looked forward to the scene with Amy kissing the Doctor. Kaz was gorgeous, had become one of his closest and dearest friends in the few weeks he’d known her, but she just didn’t really have any sexual appeal for him. Not that snogging her on set was a bad thing, not in the slightest, but it flustered the Doctor and did very little for Matt Smith.

And so the fifth series of what the fans called _NuWho_ went on, and Matt got more and more into the character of the Doctor. When Alex was in town just before the filming of the final two episodes she texted him, asking him to meet her for a late working lunch, and he assumed she wanted to go over their scenes together for the final episodes of the series. She had asked Kaz and Arthur for similar lunches, and it certainly seemed a good idea; she was in the States so much that she missed a lot of rehearsals, and if she wanted to rehearse while they had a moment, well, why not?

They met in a restaurant, a little place in Cardiff that was frequented by any number of BBC show cast and crew, the sort where nobody blinked ( _ha!_ thought Matt) at a couple of actors with scripts sharing a quiet table in a corner. Matt got there first, and when Alex came in he watched her put her hand on the host’s arm and leaned in to talk over the usual restaurant hubbub. The host pointed at Matt and Alex glanced over, her face lighting up. Matt’s breath caught for a split second and he thought _oh shit, this is not good, she’s married, this is not good_ , and then he found himself smiling as she approached the table. He stood and kissed her cheek, pulled out her chair.

“Thank you, darling,” she said, kissing his cheek in return and sitting in the proffered chair, so casually that he thought he must have imagined that infinitesimal moment of something _more_. He heard himself automatically give all the proper responses to the usual questions and remarks, and he ordered himself severely to focus on her _words_ rather than on the lips that shaped them and...

“I’m sorry?” he said, shaking his head. “I missed that last bit, I’m afraid.”

She smiled fondly at his apparent absent-mindedness and he flushed. “I said that you were magnificent in the one episode... _Amy’s Choice_... you’ve nailed that Doctor looking young but being old and tired and full of... self-loathing, I suppose. Brilliantly done.” He flushed a darker red and she laughed and put a soft hand on his. “Don’t look so embarrassed darling,” she said, “You’re a good actor, you really are, and you’ve brought something unique to the Doctor. I admire that.”

“Uh, well... thanks, Kingston, that means a lot, coming from you,” he said aloud, while his brain yelled _lame, Smith, could you be more rubbish? She’s a fellow actor and yeah, you’ve a crush but she’s giving you an honest compliment, so try to take it gracefully!_ “I mean it, Alex,” he said, gathering his wits, and turning his hand over to squeeze hers, “You... I truly respect your opinion, you’re brilliant, I’ve thought so for years.”

It was her turn to blush this time. “Darling Matt, what were you, seven?” She laughed but it wasn’t her usual wicked and throaty chuckle, and it sounded sad to Matt. Like all her formidable acting skills weren't enough to completely hide whatever was bothering her. _Play it casually, Smith, she’d be embarrassed to know you’ve picked up on it_.

“Seven _teen_ , Kingston,” he said, and smiled at her, sliding closer along the bench seat encircling their table. “I’m not as young as you continually say I am, you know,” he said, his voice going a little lower and deeper of its own volition. “And you’re not as old. Why do you do that?” He said it easily, hoping he might surprise her into actually letting him glimpse something deeper than Professional Actress Alex. And it worked, a bit; she smiled at him, and _this_ smile seemed a lot more genuine.

“Defence mechanism, darling,” she said, and for just a moment she let go of the Actress Face and let him see the tired and sad woman inside, and then her face closed back into its usual amused expression. “We all have them, I’m afraid.”

He squeezed her hand. “That we do,” he said. “Now, let’s look at this script, shall we?”

They worked out several things that evening over the seafood, the casual way in which he would say _Hi honey, I’m home_ , and the slightly waspish way in which she would say _And what sort of time do you call this?_ They worked out how the Doctor tapping River on the nose could be seen as a sign of affection - as far as they knew no Doctor in the reboot had used that particular gesture to one of his Companions, though some of the classic ones had, so it was unique, a sweet call-back to a younger Doctor. She showed him the sketches of her costumes for the episodes and he made flirtatious remarks about the Cleopatra costume. They argued good-naturedly about whether Liz Ten was in the direct royal line, and agreed about how well Vincent Van Gogh had been played and what a tragic figure he was.

And nobody in this little restaurant thought it odd that they did all this with their heads together, sitting close on one side of the table. The residents of Cardiff were used to the BBC people keeping their plots under wraps, and they couldn’t be expected to stay on set or in the little block of flats _all_ the time. Good customers, those actors and crew, and may as well allow them their quirks of secrecy, or they’d stop coming round.

Alex was having trouble concentrating on the quiet read-through of the script though. She had plenty of people she called friend, but none really close enough to relieve the burdens she felt. And here was Matt, looking altogether young and sweet, and she _wanted_ to confide in him, he certainly _seemed_ willing, but how could he possibly understand? He couldn’t. And so she would go on alone, missing her daughter, mourning the death of her second marriage. As they read through their parts of the script, these thoughts spun round in her head, egged on by the quantities of wine they’d drunk with the shellfish, and although it wasn’t nearly so bad as the aftermath of her marriage with Ralph, it was bad enough to... to...

“I’m sorry, my love...” Alex read, and a tear rolled down her cheek as her voice broke on the last word. Matt looked up from his script.

“Oh, hey now, Kingston, no need to go full-on Method at this point... Alex?” She just stared at him as the tear was followed by another. “Oh, _Alex._..” he said softly and took her hand. “Come on, love, let’s go sort this out of the public eye, yeah?” She nodded and wiped her face surreptitiously, and they gathered up their papers and left the restaurant. 

As they walked down the boardwalk facing Cardiff Bay, Matt was torn between sympathy for Alex and a certain satisfaction that she trusted him. Enough to come with him when he suggested finding somewhere less public anyway, but right now he’d take what he could get ( _because uh-oh, I’m afraid this isn’t just a crush anymore,_ he thought, _and I’m in trouble now_ ). She had looked so sad, with a single tear trickling down her cheek, and all he'd wanted to do was gather her in his arms and protect her from whatever was hurting her. He didn’t think she'd appreciate that though, so he kept that thought to himself.

Alex struggled not to cry as they entered the block of flats where they lived when filming _Who_. It was bad enough that Matt had already seen her like this, much less any of the rest of the cast and crew. They were lovely, most of them, but so _young_ , and they’d be sympathetic but none of them would understand. They just didn’t have the experience. So she put on her best actress face and waved and smiled across the lobby at the people she knew, and just followed Matt to the lift. The doors closed behind them and she leaned against the wall, facing away from Matt, not wanting him to see her cry _again_ \- what must he think of her?

But then he was _there_ , right behind her, a hand at her elbow for support. “Your flat or mine, Kingston?” he asked casually, leaving it up to her where - or whether - they went to talk.

“Mine, please,” she said in a low voice. “I’ve a skype with Salome at ten, and it’s half-six now, and I’ve unpacking to do...”

“Half-six?” he asked rhetorically, checking his watch. “That was a long lunch. ‘Time flies,’ eh, Kingston?” He smiled sidelong at her as she glanced up at him. _He looks so **kind**_ , she thought, _so very sweet. And he may be young but_... and then the lift doors opened and let in someone going to another floor and the rest of the ride was spent in silence. They exited on their floor and Matt held out his hand. “After you, Miss Kingston.”

Alex unlocked her door and frowned at the state of her flat. _Ugh_ , she thought, _as though I wasn’t carrying enough baggage in my_ head _, I’ve all this to sort too..._ Matt tripped as he entered the flat and during the apologies - _did I hurt you, Kingston?_ and _Oh, it’s a rubbish bin in here_ \- he managed somehow to lift the two largest of her bags for her. “Where would you like these?” he asked her cheerfully, and she waved her hand down the hall to the bedroom. He tripped twice more - once on one of the bags and once on the shoelace of his trainers - but he heaved the bags onto her bed and lay down on his back across it. She followed him, carrying the smaller bag, and disappeared into the en suite lavatory.

“Are you alright Matt?” Alex asked, concerned, as she emerged. His face was red and his eyes shut. He smiled but didn’t open his eyes.

“Yeah, ‘m good,” he murmured, then opened his eyes and sat up. _Keep it casual, Smith_ , he reminded himself. “How d’you rate the soft cushy bed, Alex? Are they just in awe of your amazing ability to pack really heavy bags?” He gave her a teasing little smile and tried not to think about how _close_ to him she had leaned in her concern.

Alex pulled a face at him and then sobered. “Matt... you don’t actually _have_ to keep me company until Salome calls, you know... I’m... thank you for helping me in the restaurant, but I--”

“Are you kicking me out?” Matt demanded, “because I wanted to say hello to Salome... if that’s OK, of course... I don't want to cut into your time with her. Oh...” he said as Alex’s eyes filled with tears again, “I can leave if you need me to, it would be awkward, you’d want to talk with your husband of course, and... I’ll just...” He started to stand but Alex held out one hand to stop him - the other was pinching the bridge of her nose, trying to hold back the tears - and he lowered himself back down to a sitting position, looking up at her. God, she looked so... _sad_ didn’t begin to cover it. “Alex,” he said gently, “Please let me help.”

She nodded and gave him a hand up, clutching tightly to his hand as she led him back to the sitting room. They sat together on the couch and she took several deep breaths, drawing on her training to compose herself. “I don’t know why I’m telling you this, Matt,” she began, “because I don’t often...”

“...let that much of yourself be seen?” he suggested as she trailed off, and she nodded. “I get that,” he offered, “There’s like this... persona that the public sees. Mine is clumsy and silly and a bit hipster, and I _am_ those things, but it’s not like that’s all I am, that’s just all that’s out there for everyone. What?” She was looking at him with a bemused expression on her face and she gave a wry little laugh.

“I think I bought into that public persona,” Alex admitted, “because you keep surprising me. Some of it is that you _are_ so young; I don’t expect you to be able to understand.” She paused, then said in a rush, “But I think you might. I don’t know _why_ , but _maybe_...” He just sat there looking at her, waiting for her to continue. “What do you _know_ \- not assume from that persona, but _know_ \- about me?”

“Hmm...” Matt said, and closed his eyes to concentrate. “You’re in your forties, raised in Surrey, your dad’s English and your mum’s German. Second husband’s German, too, right? You’re a _Harry Potter_ fan - I can only assume that that’s because your ex-husband gets his arse handed to him in the end,” he startled her into a giggle and he opened his eyes to smile at her, “and you’re a good mum to the most brilliant child I know. I um...” he stammered and rushed on, “I’ve seen some of your earlier work and you weren’t um... shy about your body...” _Shit_ , he thought, _blushing like a schoolboy,_ and he screwed his eyes shut again _,_ “...at least, not in the roles you’ve played. You’re a bloody fantastic actress, and I must’ve watched those two episodes of _Who_ a dozen times each, just so I’d know what I was getting into...” He risked opening his eyes again, hoping like hell she wasn’t offended by what he’d said, and found her smiling at him. He breathed out a sigh of relief and she put a hand on his.

“May I tell you what’s really been the problem lately?” she asked. “I know you wouldn’t tell anyone public, but I’d have to ask you not to tell um... _anyone_.” He nodded emphatically, afraid that if he said anything, made assurances that he wouldn’t tell, she’d back off again. “I don’t know _why_ I feel I can tell you any of this...” she murmured, and he had to speak.

Matt turned his hand to grasp hers, and held it as he looked her straight in the eyes. “Because you need to tell _someone_ , your husband isn’t _here_ , and you know I won’t tell anyone.” He squeezed her hand. “Alex, I want to be your friend. Please let me.” She looked at him for a long moment, then nodded once.

“You know I’ve had trouble having children,” she said, and it wasn’t really a question. He nodded; he’d heard that but hadn’t included it in his list of things he knew about her because if he believed everything he read in the _Daily Mail_ , well... “I’ve... it took quite a while to... could you not _look_ at me while I’m telling you this? It’s...” she trailed off as he moved a bit closer and pulled her to his side, so he could look away and spare her embarrassment. She took a calming breath and said, “I... my first husband and I tried to have a baby but we weren’t successful and then we... separated. My second husband and I tried several times and finally resorted to um... medical intervention.” Alex felt tense with embarrassment, which was ridiculous because she’d told all this - in excruciating detail - to _reporters_ for heaven’s sake, why was she so tense _now_? “And we finally conceived Salome.” Her whole posture relaxed with the thought of her daughter, and Matt’s arm tightened around her. “He - Florian - was so supportive, very much involved in more than just the physical process.” She sighed and snuggled slightly into his supporting arm. He put his nose in that lovely hair and breathed in the scent of her, waiting for her to get up the courage to speak again. She trembled.

“And now he won’t,” she said, her voice thickened by tears again. “He won’t go through that again, and we weren’t able to adopt - it’s not as easy as you’d think - and in my...” her voice cracked and she shuddered for a moment before she could steady herself. This was the part she hadn’t told anyone, not even her shrink. “In my obsession with having another child I destroyed my marriage.” She let out a single sob and burrowed her head under his chin, and she felt his other arm come around her, and oh god she was being _held_ , someone _else_ was being the strong one, and she just broke down entirely.

“That’s right, Alex,” he murmured into her hair, “let it out.” He held her and stroked her hair and when she had calmed enough to listen, he put one long finger under her chin and tilted her face up to look at her. “Destroyed your marriage, eh?” he asked, letting a little anger show. “All by yourself then? No help from Florian in that?” She blinked at him.

“You’re angry with me.”

Matt sighed. “Not really,” he said. “Maybe just a little, for taking the blame all on yourself. Mums do that though, I’ve noticed... what?” Her expression had changed.

“Oh god, what time is it?”

“Relax, Alex, it’s just half-eight; you’ve time before Salome calls. Now,” he said briskly, “you go on and unpack, wash your face, do whatever it is you have to so you don’t give your... Salome’s father the satisfaction of knowing he made you cry.” She started to protest and he interrupted. “Yeah right, not his fault, whatever. I’m not in the mood to be forgiving toward him.” He pushed her gently to her feet and stood up. “Go on, get cleaned up. I’m off to Tesco. I’ll be back to say hello to Salome, OK?” He gave her a friendly little shove toward the hallway leading to her room and let himself out.

Alex shook her head in bemusement, locked the door behind Matt, and went off to shower and to wash her hair. _Who’d have thought he’d be so kind, so understanding... so **adult?**_ she thought as she rinsed and combed through the curly mass. Once she’d gotten over the initial discomfort of discussing her fertility with a single and attractive young man - rather than a medical professional or an impersonal reporter - he was surprisingly easy to talk to. And oh god, to relax and let someone _else_ take care of her...

By the time Matt got back, Alex had washed and changed into jeans and a t-shirt, her damp hair haloing her face. She had unlocked the door for him and was setting up the computer to receive the Skype call from Salome, and when he knocked quietly and stuck his head in she smiled at him, eyes widening as she saw the two large sacks of groceries. “You didn’t have to do all that, darling,” she said, and he grinned.

“Didn’t know what you’d like,” he said, “so I bought the lot. And this second bag is mostly booze in any case. D’you mind?” he asked, angling his head toward the kitchenette in her flat. She laughed and shook her head, waved him on. Just as he started making rummaging noises in her kitchen, the Skype call came through. She picked it up and greeted the grinning face of her favourite person in the world.

“Hello, my darling,” she said, smiling at her daughter, “What are your plans for the afternoon?” As Salome launched into a long and involved story of her two best school friends, who weren’t speaking to each other and were using her as an intermediary, she heard Matt come up behind her. He dropped to his knees in front of the computer camera.

“...and then Emma told me to tell... Matty!”

“Hello, poppet.” Matt smiled at the little girl. He hadn’t been lying; Salome was one of his favourite people, and he thought she was brilliant. “Sounds like you’re having an interesting time with your friends. How long until holidays?”

“We’ve just done Christmas hols and next we’re on to spring. _Weeks_ yet.”

“Go change for your class, little one,” said a male voice from off screen, “and let me talk to your mother. I’ll make sure she’s still here when you’re done. Hop now, quickly.” Salome pulled a face, but did as she was told cheerfully enough, and Florian’s face filled the screen. “Hello, Alex. And Matthew, right? What are you doing there this time of night?”

“Rehearsing,” Matt said blithely, though seething inside at Florian’s tone, “Alex stays in the States as long as she can you know, so we have to grab opportunities for rehearsal whenever possible. I’ll be going now.” He stood, only hesitating for a second as Alex squeezed his hand under the table and shot him a look, quickly so Florian wouldn’t see it. _Shit,_ he thought, _I can’t stay and listen, but she doesn’t want me to go_... so he compromised with himself by leaving the room but staying in the flat. He could still hear the sound of her voice but not her words, and he wondered if Florian could hear the difference in Alex’s tone when she spoke to him as opposed to their daughter. When Alex’s voice stopped, Matt peeked around the kitchenette doorway, and the sight made him want to cry.

She was sitting very still, her face in her hands at the tiny computer desk. As far as Matt could tell she wasn’t crying this time, and he tentatively cleared his throat. She looked up, startled. “I thought you had gone,” she said, and the Professional Actress Face was back in place, with its slightly amused smirk. Matt groaned inwardly and decided to throw caution to the winds. He walked over to Alex and drew her to her feet, then wrapped his arms around her and just held on. At first she held herself stiffly, neither resisting nor giving into his comforting embrace, but then slowly her arms inched around his waist and she began to tremble. “I’m sorry,” she said eventually, and he smiled into her hair.

“No need to be. You wanted me to stay. I stayed.”

They stood there together, swaying a bit, and finally she pulled away. “Thank you,” she said softly, and kissed his cheek.

“Any time, Kingston.” _You’re killing me, you know that?_ he thought. “Come on, let’s have something to eat. I’ve fish fingers.”

“No custard, I hope?”

“Proper vinegar.”

They ate companionably at the tiny table in her kitchen, and drank rather too much wine. Back in the sitting room, Alex sighed as she sat on the couch next to Matt, who was sprawled in an untidy heap. “What?” he asked, his voice sleepy. He grabbed her hand. “Missing your poppet, Alex?”

“No. Well, _yes_ of course, but that’s not it.” Alex’s voice was quiet. “I loved him once. And he loved me. I buggered it up.” She sighed again, and rested her head on his shoulder. His arm went around her and she snuggled in closer. “But you’re right, you know, it’s not all my fault. I realised that when he was... he didn’t _say_ anything untoward; it was his tone. It’s pretty clear that he doesn’t see _why_ I wanted another baby when I have Salome.” _Dammit, I’m going to cry again,_ she thought, and took a deep breath to steady herself. “How is it that you _understand_ , Matt? You’re young, single, childless, but you understand that... obsession better than anyone else I know.”

Matt smiled down at her and asked, “Alex, may I tell you a story?” At her nod he continued, “Once upon a time there was a little boy who wanted to grow up to be a professional footballer. He was probably good enough to make it, and it was his only passion in life. And then, when he was sixteen, he injured his back, and there were complications, and his dream was just... gone. Oh, he could still _play_ , and he found other things he enjoyed, but the lifelong dream was gone, because his body had betrayed him.” He sighed. “And every so often, even twelve or thirteen years later, even with his brilliant job and his lovely colleagues,” here he gave Alex a little squeeze as she shifted to look at his face, “and his basically great life, well... he has a little twinge of bitterness over what he lost--”

And then he broke off, because she was kissing him.

It started out gently, a kiss meant for mutual comfort, but it swiftly changed into something far more serious. She turned to face him, straddling his lap, and buried her hands in his hair as the kiss deepened and his hands drifted up past her shoulders to clutch at her curls. She tilted her head to change the angle of the kiss and her tongue stroked his and she moaned into his mouth, long and low.

He broke the kiss. “Alex...” His voice was hoarse, pained.

“I know... we shouldn’t.” She got carefully off his lap, trying not to make him any more uncomfortable than she could tell he already was, and retreated to the other end of the sofa, curling her legs up and resting her chin on her knees..

“It’s not that I don’t want... Oh, I _want_. _So much_. And for so _long_. But...”

“But we’re both a bit drunk, and... and terribly vulnerable.”

“Right...”

“I’ve no right to ask, Matt, and it may kill us both but...”

He sighed and willed himself to calm down. _Down being the key word here,_ his brain mocked him. “I’ll stay, Alex, as long as you need me. On the couch.”

“Thank you.”

Alex went down the hall to her room and disappeared inside, shutting the door behind her. It took her a long time to fall asleep. But once she finally did, it was the best sleep she’d had in weeks, because for the first time in those weeks she felt safe. Cherished. Like she was _more_ than just a bundle of obsessions and bitterness.

It took Matt a long time to fall asleep too. In the early hours of the morning he let himself out of Alex’s flat, thumbing the lock shut, and turned to see Kaz standing in the hallway, smiling knowingly at him. “Something you want to tell me?” she asked teasingly, and he groaned.

“It’s not like that, Kaz.”

Her eyebrows went up into her hairline. “Oh really,” she said in a disbelieving tone, “Because you _haven’t_ been crushing on Alex since you were oh, maybe twelve? You _aren’t_ coming out of her flat at six in the morning, looking all sexily rumpled? Ri-ight.”

Matt rounded on her, taking her by the shoulders and looking her straight in the eye. “Karen.” Her eyes widened; he only used her given name instead of the more familiar ‘Kaz’ when he was _really_ serious. “Karen. It. Is. Not. Like. That. She just...” he remembered his promise. “She needed a friend.”

“Can I help? I’m very fond of her, you know...”

“No... not unless she confides in you herself,” he said seriously. “I made her a promise.” He kissed her cheek. “Thanks, Kaz. I mean it.” He walked away down the hall to his own flat and let himself in.

“Oh boy,” said Karen to herself, “he’s in trouble now...”


	2. Lovers

_Bowties might be cool,_ thought Matt, _but the best thing about this costume is that the jeans are too tight for anyone to see how she affects me. Who wrote this dialogue (oh, right, Steven), and is he **trying** to kill me?_

“I shouldn't like that, kinda do a bit.”

“Thank you, Sweetie.”

“I know you're team players and everything, but she'll definitely kill the first three of you.”

“Oh the first seven, easily.”

“Seven. Really?”

“Oh, eight for you, honey.”

“Stop it.”

“Make me.”

“Yeah well, maybe I will.”

And when she rubbed her hair against the back of his neck and...  well. Right! Good thing the denim trousers were too tight to allow for... expansion.

And _The Kiss_! That’s how he thought of it, in capital letters; The Kiss. They’d filmed that in the stadium that stood in for Stormcage and The Kiss itself was mostly long shots, so no camera or mic had picked up the quiet moan she had let free into his mouth.

And they still hadn’t been _alone._ At all. Because they’d shared rooms - Alex with Karen and Matt with Darvill - in the hotel in Utah (and Utah was close enough to California for Salome to fly in for a visit. With her father. _Ugh_.), and Alex’d just been too busy since she got back to Cardiff.

Matt thought he might die.

And Alex wasn’t in much better shape. It had been years since she’d wanted anyone sexually as much as she wanted Matt right now. She had known him for over a year, and he constantly surprised her, simply by being himself. She’d expected - given his age and the way he behaved with Arthur and Karen - for him to be just a randy young bloke, good for a shag and a laugh and not much else (not that she made a habit of going out and shagging people; she didn’t), but he was well... _adult_. They’d been all over each other for just a moment the one night they’d kissed (other than professionally for the camera) and _he’d_ been the one to realise first that they needed to slow down immediately. All twenty-odd years of him. _Maybe that’s why he’s so good as the Doctor,_ she thought; _an old soul behind that baby face_...

And oh _god_ she wanted him. She thought maybe Steven was trying to kill them both with all that sexually-charged flirty banter. And the snogging in Stormcage... she just couldn’t help her arms going round his waist and that breathy little moan she’d let out into his mouth had been completely involuntary as well. Luckily Steven had liked the arms bit, but he said it skirted the edge of what was acceptable for the family show slot that _Who_ fit into. What he’d actually said was rather more earthy, something along the lines of, “Oi, you pair, d’we have to move you over to _Torchwood_?” and the crew had laughed, breaking the tension.

At least, for everyone except her and Matt. Alex could practically _see_ that tension between them, pulled taut like a bowstring, and she was amazed that nobody else saw - or seemed to see - it. She thought she might die if she didn’t have some time alone with him, and soon.

When several technical things went wrong on set at Thursday lunchtime, and filming was cancelled until Monday, Alex overheard Matt telling Karen and Arthur that he was done in, knackered, going to spend the unexpected holiday resting up. “Planning to spend the weekend in bed, are you, Matt?” asked Karen in an arch sort of tone, and Matt blushed very faintly around the ears but otherwise kept his cool.

“I expect so,” he said mildly, and managed - just - to keep his face normal. _Fine line_ , he thought, _between sounding like I want to be left alone at the weekend and sounding pathetically lonely._ “I’ll get some take-away, watch classic _Who_ , sleep a lot. Those heavy chain props did me right in.” He rubbed at his wrists and sneaked a glance at Alex, who winked and held up four fingers, then pointed at herself. Matt gave a short nod. “Right then, see you Monday. Happy hols everyone.” He left the building.

“Oi, Alex,” called Karen as Alex headed out a different exit. “Have a good weekend, yeah?” Alex turned to look at the younger woman. Her smile was impish and knowing. “Any plans?” she inquired with an air of innocence, and winked at Alex. Alex groaned inwardly. _Oh that girl_. She knew what was going on - maybe she’d sensed the tension, who knew _how_ she knew, but Matt surely wouldn’t have told her anything. Would he? - And she would tease them both mercilessly, without ever letting on to anyone else. That’s who Karen was.

“A quiet weekend in,” Alex said as carelessly as she could manage. “I so seldom get one that I’m looking forward to it.” Karen gave her a _look_ and she leaned forward to hug the taller girl. “Stop that,” Alex whispered severely into Karen’s ear. “I...” she trailed off as Karen kissed her cheek, and murmured the words _have a wonderful time_ into her ear. Karen pulled back to look at the older woman.

“I mean it,” Karen said. “Have a lovely weekend.”

Alex gave Karen an arch little smile, because no matter how much Karen _thought_ she knew, Alex knew something the younger woman did not. “Yes, mum. I’ll try.”

Karen decided it would be too hard to resist loitering in the hallway between their flats... so she went for a pint with Darvill and some of the crew. _They’ll be good for each other,_ she thought. Matt - for all that Karen loved to tease him about his clumsiness and call him silly names and prank about with him - Matt was a _good_ person. And if all that she’d read in the _Sun_ and the _Mail_ was true, Alex had had some serious tragedy in her life; she could use someone _kind_ , even if it was only for a weekend of shagging. And she was certain that if it lasted longer than that, they would each do their best to damage the other as little as possible.

 _This is ridiculous_ , thought Alex as she got some curry take-away and a bottle of wine. _Why should I be so nervous? I've been around a long time, I’ve been wanting to spend time alone with him for weeks - months even - and here I am, trembling like a virgin schoolgirl once the opportunity is finally here_... Alex was very honest with herself, and she knew that this was likely _not_ a deathless love affair like that of their characters, lasting through time and space, but oh _bless_ she hoped they could do this and still be friends after.

 _Get a grip, Smith,_ thought Matt as he stopped to buy pizza. _You know she wants you as much as you do her. And now you’ve a whole long weekend. Make it beautiful for her._ Matt was very honest with himself, and he was also not stupid. He knew that Alex viewed him - _trusted_ him - as a friend, and he _hoped_ they could be something more, and it wasn’t just sex; he did care for her and she for him, he hoped. But he wasn’t holding his breath for the long term. He sighed, and then he went into the flower shop next to the pizzeria.

-/-/-/-/-/-/-/-/-/-

“Hello.” He was almost giddy as he leant on her door frame at precisely four-o-clock.

“Hello.” Her answering smile was brilliant.

“I need you to go out for a tick,” Matt said, and smiled at the look on her face. The expression was clearly warring between suspicion and curiosity. “Please, Alex,” he said, “I want to set things up.” He reached out and touched one springy curl. “I want this to be special for you. Please?”

“Matt, I...” She sighed and felt her face freeze into that cool and impersonal expression. _God, I don’t want to hurt him, but what if he thinks this is...?_ “Matt, come inside. We’ve got to talk.”

 _Oh, Alex,_ Matt thought, _don’t put on that closed face again_. But he followed her inside and closed the door, then put his arms around her as he had before. She wasn’t as intensely unhappy as she had been then but she just stood there, and he sighed and put one finger under her chin to tilt her head up, kissed her gently on the lips. “Alex,” he whispered, “tell me what it is about this that worries you so. Are you afraid that this is just a weekend shag?” He didn’t _think_ that was the case, but he wanted to be sure.

Alex gave a choked laugh. “No. I’m...I... quite the opposite really. I don’t know how much you want from me.” Her voice dropped to a low murmur. “Or how much I have left to give...” she trailed off, and hoped he would understand.

Matt’s answering smile was relieved and she looked at him, perplexed by this reaction. “Alright, love,” he said, “a happy medium then?” Her expression was still confused and he smiled at her, his voice deeper and rougher than before. “Listen to me, Alex, and don’t interrupt until I’m done, yeah?” At her hesitant nod he continued. “Alex, I’ve admired your body and your face and _all that hair_ for over a decade. I’ve admired _you_ \- the bloody fantastic actress and the strong woman - for over a year. And I _like_ you, Alex; you’re generous and brilliant and kind.” She was shaking her head and opening her mouth to speak. “Hush,” he said, and put a finger to her lips. “Alex. I want you. So _much_. But more than that I want to be your friend. And as your friend I want to make this weekend lovely for you.” Alex nodded.

“Alright,” she said softly. “Friendship. And affection. And oh _god_ , I hope sex soon, because I want you too.” He was startled into laughter at that, and turned her around to face the door, then growled playfully into her ear.

“You’ve no idea how much I love to hear that. Come back in twenty minutes.”

-/-/-/-/-/-/-/-/-/- 

Fifteen minutes later, Alex paced outside her own door. _What on earth does he have in mind - what does he even mean by ‘setting things up?’_ she thought, _did he bring the TARDIS console prop, or oh my god not the sonic screwdriver, I’ll **kill** him if he’s brought the sonic screwdriver and..._ her thoughts trailed off and her pacing stilled as the door opened, and Matt stood there, smiling at her. “Come on, Kingston,” he said, “I’ve a surprise for you.” He took her hand and drew her into her flat, shutting and locking the door behind her.

“Oh... oh _Matt_ , you didn’t have to... you... _oh_.” She smiled and wrapped her arms around Matt’s neck, pulling him down into a kiss.

“Well,” Matt said in a low tone when they broke for air, “If that’s the response I get for a few candles and some flowers, I’m really looking forward to the reward for soft music and good wine...”

“It’s... Matt... “ Alex stroked his jaw with thumb. “Matt, it’s that even for just a friend, you really _care_... you’re making it about _me_ and what you think I’d like. It’s been a long time since someone took care of me and I...”

“No such thing as ‘just’ a friend, Kingston,” Matt interrupted, his voice deepening and his eyes going dark at her touch, “and I think it’s past time you let someone else take care of you. Even if only for a weekend.” He reached up and grasped her wrists, bringing her hands to his mouth and nibbling on her knuckles. Alex closed her eyes and just gave in to the sensation of being touched, cared for, _cherished_. Matt began planting little kisses up the slope of her arm and her breath came faster. “Like that, do you?” he murmured against the pulse at her elbow, and she let out a breathy sigh. He continued kissing her flushed skin in a tiny trail up and over her shoulder, then brushed his lips against her neck just behind her ear, under all the curls, and she moaned softly, her head angling to give him better access to the sensitive skin. “Oh _yes_ ,” he breathed against her throat, “So beautiful, Alex...”

“Thank you, Sweetie,” she managed to gasp, and felt his breath hitch at her words. “A little crush on River Song I think... you _like_ that, do you?” she whispered, turning his words back on him, and he shivered slightly.

“Shouldn’t,” he said breathlessly. “Kinda do a bit... _mmm_...” The last word was swallowed as she fastened her lips to his, sliding her hands into his hair and backing him against the closed door with a muffled _thud_. He moaned into her mouth as his arms tightened around her waist, pulling her closer so he could feel her body moulding against his, and she moaned in her turn, grinding against him involuntarily. “Now...” he panted, tearing his mouth away, “Alex, _now_.”

“No, please honey, slow down...” she said, and he let go of her immediately. _Oh shit, did I hurt her, did I scare her?_ Matt thought frantically, scanning her face, as he pulled away as far as he could while still backed against the door. And then Alex laughed, that deep throaty chuckle that went straight to his groin, and she reached up to stroke his hair back from his face gently with one hand. “Don’t look so panicked darling, I just want to... take this more slowly the first time. We can fuck like rabbits against the door later,” she promised, and he had to swallow hard several times before he could speak.

Even then his voice was hoarse with need. “Alex... oh shit, I had such plans, I was going to feed you and ply you with wine and...” he trailed off as she put two fingers to his lips.

“Matt. This is _beautiful_. It’s lovely. We can do all the rest of that later on. For right now...” She slipped the two fingers along his jaw, and lightly stroked them down his neck all the way down to his hand, which she took in hers, tugging him gently in the direction of her bedroom. She walked backward and watched him; his eyes were wide and dark as he allowed himself to be pulled along. When they got to her room, he paused at the edge of the bed, and then - very slowly, giving her plenty of time to say yes or no  - he bent to kiss her.

Alex sighed quietly into Matt’s mouth and slipped her arms around him, pulling him down onto the bed. They lay across it on their sides, facing each other just inches apart. She ran her hand slowly up his side to touch his face and pulled back to look at him. He gazed back quietly, the ghost of a smile around his mouth, and she thrilled that he was her _peer_ , in spite of the difference in their ages. “Look at you,” she murmured, “You’re young.”

Matt’s smile broadened as he put on his best Tennant-as-the-Doctor impression. “I’m really not, you know.”

Alex picked up on the reference immediately, and grinned at him. “Oh but you are! Your eyes...” she trailed off and shook her head at him, dropping out of character. “No... it’s the opposite with you, my lovely Eleventh Doctor. Mister Smith. Your face is young, your body... _well._..” she squirmed against him approvingly and his breath came faster, “But your eyes... no, you have wise old eyes in that young face.” She sat up and pulled her shirt off over her head, shimmied her trousers down over her hips, and laid back down, clad in nothing but knickers and a lacy bra.

And they were TARDIS blue.

“Go on, Matt,” Alex said, “say something as _River’s_ Doctor again, the Eleventh Doctor. It suits you better than the Tenth.” She smiled at him, bare but for the scraps of blue lace, and he propped his head up on one hand and laid the other gently on her stomach.

“Look at you _,_ ” breathed Matt. “Oh you sexy thing. _Look_ at you!”

“Mmm...” she hummed approvingly, and reached for him, her hand slipping into his hair to bring his face down to hers again. She parted her lips and licked at his, fisting his hair in her hands and moaning into his mouth. “Touch me, Matt,” she whispered against his lips, and arched her back so the hand on her stomach would slip; right now she didn’t care which way, as long as he _touched_ her. After months of all that tension, when his hand finally reached her breast and those long fingers began to stroke her nipple through the scratchy lace she thought she might come just from _that_ , and she writhed under his touch. “Matt...” It was a groan, and he swallowed it, then licked his way slowly to her ear, biting it gently and making her gasp.

“Alex...” Matt rasped into the ear he was nibbling. “ _Want_ you...” His mouth left her ear and slid with aching deliberation down her throat, pausing every inch or so to suck, or lick, or bite at her skin, and she thought she might scream with the intensity of it. “So fucking gorgeous Alex, want you so _much_...” he muttered the words against her neck, and now both his hands were on her breasts, stroking and pinching, and he found the front clasp of her bra and worried at it, still mouthing at her throat, until it came open in his hands. Matt pushed the straps off her arms and sat up halfway, hands at her waist. He just wanted to _look_ at her, all laid out, ready and waiting for _him_. “Alex... god, so beautiful.”

“Nothing you haven’t seen before, Matt, and not as pretty as it was then.”

“Nothing I haven’t _freeze-framed_ before, Alex... and more beautiful than ever...” He said it hoarsely, mouth and throat dry, and he slowly slid his hands from her waist to cup her breasts, thumbing the nipples until she moaned and writhed under him again. Her eyes were closed now and he watched her face as he touched her. Little whimpers escaped her lips and her cheeks were flushed and damp, and he lowered his head to suck gently on one nipple. Her moan was loud and needy, and she arched her back, clearly aching for _more_ , so Matt let one hand drift carefully down her body. He caressed the dip of her waist and the flare of her hip, and all the while he nipped and sucked and licked at her breasts. She was crying out now, little whinging cries, and making involuntary circles with her hips, and Matt slipped one hand into the lacy blue knickers. “ _Alex_ , so fucking wet for me,” he groaned, and Alex was lost in the sensation of his hands and his voice and his mouth and oh god, _there,_ please Matt, right _there, NOW!_ And she came apart - just _shattered_ under Matt’s hands and his mouth - and cried out his name over and over, until finally she shuddered to a stop. She quivered as his touch grew gentler and calmer, and at last she went completely limp.

When Alex came back to herself Matt was propped up on one elbow again, a calming hand on her stomach, watching her face. He murmured her name and bent his head to kiss her again, tenderly, and she sighed. “Matt,” she whispered, and buried her hands in his hair. “Your turn, darling...” but he shook his head.

“After watching _that,_ I need a little... time to calm down. Or this will be over before it starts, Alex, and you’re right, this first time should be slow.” He pulled back and smiled at her. “Didn’t need much help there, Kingston, have you been deprived?”

“ _Months_ of foreplay from you, darling,” Alex said, and giggled, “and that _script,_ my god, between all the flirting and that _kiss_ , well... I really couldn’t help myself.”

“Mmm,” Matt agreed, “but that expression Alex, honestly, I thought your tight-and-angry face was heartbreaking, but _that_ face... the one after the kiss... I thought I might cry right there on set.” He smiled at her, but his eyes were serious. “If it were up to me, he’d go back from some other point in space-time and erase that look from her face... maybe like this...” He began to nuzzle at her ear, the hand on her stomach moving slowly downward.

But she grasped his wrist. “No,” she said softly, “I meant it; it’s your turn.”

“Alex, I might not be able to keep from c--”

“--You’re young,” she interrupted with a positively _wicked_ smile, “and I’m sure you recover quickly. Now be still.” And she slid her hand under the hem of his T-shirt, helping him pull the soft cotton over his head. “Mmm...” she hummed with approval, “Just as nice as on film.” She laid her hands flat against his chest and he caught his breath as she stroked them down to the waistband of his jeans, following with her lips. “Let me take care of you now, darling Matt,” Alex whispered, deftly undoing the fasteners, “Please...” He lifted his hips so she could pull the denim cloth down, and gasped as her hand brushed against him. “Oh...” she purred against his navel as she slid the trousers and pants down his legs, “You _are_ close, aren’t you darling?” And he groaned loudly as she took him into her mouth.

“Alex... you don’t have to... I can’t... god, _Alex_ ,” Matt panted as he struggled to control himself, and she moaned around him, teasing him with her lips and her tongue and the vibration of her moans. His hands fisted the bedcovers and he fought for control... and lost. He shouted her name as he came completely undone, and she held him in her mouth, gripping his hips tightly with her fingers until the orgasmic shuddering slowly subsided and he lay still. “Alex...” he whispered, and she let him slip out of her mouth and crawled up his body to lie alongside him, her head on his shoulder and his arm around her. He absently caressed her hip and kissed the top of her head, letting the wild halo of curls tickle his nose. “Alex, I...” he began, his voice choked with emotion, and she put one hand to his lips.

“Hush, darling,” Alex said softly, “and just hold me for a while.” She trailed the hand on his mouth down until it crossed his chest and snuggled her curls into the curve of his neck. “You’re lovely...” she mumbled sleepily into his skin, and his arm tightened around her as he murmured her name into her hair. And they lay entwined together, with soft murmurs and lazy caresses, each succumbing to the warm and cosy feeling of being held.

Alex woke to the sensation of long fingers trailing down her neck toward one breast, and she smiled up at Matt and then stretched luxuriously. “That’s very appealing,” Matt said as he watched her, “But I could use some food.” Alex stood up and Matt felt himself stirring again at the sight of her, though they’d only been asleep for about an hour. “Alex?’ he said, sitting on the edge of the bed, and she gave him an inquiring look. He gazed back at her, eyes dark and hot, and shook his head slightly. “You are so beautiful,” he said simply, and she stopped in the process of looking for clean knickers.

She turned to face him. “Oh god, _so are you,_ ” she breathed, and launched herself at him, knocking him back onto the bed and snogging him for all she was worth. After one startled oath, Matt’s enthusiasm matched hers, and they rolled around on the bed, their hands racing frantically over each other’s bodies, unable to get enough of one another. “ _Matt.._.” Alex gasped as his fingers reached her core and he slid two of them inside her, stroking her folds with his thumb.

“Want you to come for me, Alex,” he ground out, “Want to feel you _around_ me when you come, first my fingers, and then _me_...” He stroked her faster and faster, and as she began to peak he thrust his fingers as deep as he could inside her and he groaned as she clenched around them, stroking her inside and out as her body quivered with reaction and she sobbed his name. “That’s it,” he rasped into her ear, “So bloody beautiful like that, all open and wet for me, Alex, so fucking gorgeous, want to _feel_ you around me like that...” She whimpered _oh yes_ , and _god, right there_ , and eventually she shoved his hand away none too gently as her over-sensitised nerves caused the pleasure to edge toward pain. He chuckled and brought his hand to his mouth, eyes going dark again at the taste of her on his fingers. “Feel better, Kingston?” he asked cheekily, and she smiled at him.

“Much,” Alex agreed, and pushed at Matt, rolling him underneath her and straddling his hips. He groaned her name as she eased up his body. “Mmm... too sensitive still,” she said ruefully, wincing a bit. “You’ll have to give me a minute.” She swung her leg back over him and knelt in the curve of his arm, planting little kisses from his mouth along his jaw to his ear, stroking the skin along his shoulders and chest with her hands. “But you don’t appear to mind waiting,” she murmured into his ear as her hand moved lower, and he shivered.

“ _Alex_...” It was almost reverent, the way he said her name, and yet he’d just made her come completely undone at his touch. “Such a generous soul...” he said, and drew her face down to kiss her again. The kiss was slow this time, and lingering, and the touches were the same. They stroked and caressed each other languidly, as though they had all the time in the world, and finally, _finally_ Alex swung her leg back over Matt’s hips and took him in, and they each let out a long and satisfied sigh that said _at last_. They stayed there like that for a moment that seemed infinite... and then she began to move.

She rotated her hips once and watched his face as his eyes went completely black, and then she leaned down to kiss him, using her whole body to stroke his. He moaned into her mouth as their bodies slipped into an easy rhythm, rocking and rubbing against each other. Hip to hip, breast to chest, mouth to mouth, she laid full length atop him and they slowly - _achingly_ \- built to a long, intense peak. And then they came together, trembling and quivering, and they both cried out their pleasure in each other and came to a final shuddering halt, lying as one in a loving embrace.

-/-/-/-/-/-/-/-/-/-

"So, I hear she's 'kind of sort of spoken for,’ Matt, any idea who?" Kaz asked archly several months later, leaning close so the fans crowding the convention couldn't hear.

Matt smiled at her. "Now _that,_ Pond, would be telling."

 

**Notes for the Chapter:**

> Thank Bev. Thanks Charina. Thanks Amie.


End file.
